Alaska Airlines and Horizon Air 2013 Annual Report Download - page 31

PROPOSALS TO BE VOTED ON
structure works best for the Board and the
Company based on the existing facts and
circumstances.
The Company’s board leadership generally
includes a combined chairman/CEO role and
a strong, independent lead director.
However, in 2012-2013, the Board
separated the roles of chairman and CEO in
connection with the transition to a new CEO.
As of January 1, 2014, Alaska Air Group
CEO Brad Tilden holds both positions.
The Board considers many factors in
determining optimal leadership structure
In choosing to combine the roles of
chairman and CEO, the Board takes into
consideration the highly technical nature of
the airline industry and the complexity and
dynamic nature of the Company’s business
and operating environment. In addition, the
Board considers, among other things, the
experience and capacity of the sitting CEO,
the rigor of independent director oversight of
financial, operational and safety regulatory
issues, the current climate of openness
between management and the Board, and
the existence of other checks and balances
that help ensure independent thinking and
decision-making by directors. The directors
believe that Mr. Tilden is best qualified to
provide effective leadership to the Board,
including facilitating the flow of information
between management and the Board by
keeping the Board informed about the
Company’s business and the airline industry
and consulting with Board members in a
timely manner about important issues facing
the Company. The Board also believes that
the current leadership structure provides
focused leadership for the Company, helps
ensure accountability for the Company’s
performance and promotes a clear, unified,
strategic vision for Alaska Air Group by
assuring that the strategies adopted by the
Board will be best positioned for execution
by management.
Our governance structure promotes Board
independence
The Board believes the Company’s corporate
governance structure, which has a strong
emphasis on board independence, makes
an independent chairman requirement
unnecessary. The Board’s lead director is
elected by and from the independent board
members and has specific authority that
ensures objective, independent oversight of
management’s strategic decisions, risk
management, succession planning, and
executive performance and compensation.
The authority and responsibilities of the lead
director are outlined in the Company’s
Governance Guidelines, which are available
at www.alaskaair.com. The lead director:
• serves as liaison between the chairman
and the independent directors;
• is authorized to call a meeting of the
independent directors at any time;
• is authorized to call a meeting of the full
board at any time;
• presides at meetings where the board
chairman is not present or where he/she
could be perceived as having a conflict of
interest;
• presides over quarterly executive
sessions of the independence directors;
• approves board meeting agendas and
meeting schedules to ensure that
appropriate time is allotted to topics of
importance;
• approves information sent to board
members;
• leads the independent directors’ annual
evaluation of the CEO’s performance;
• conducts interviews of independent
directors annually prior to nomination for
election;
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